Ordinary and extraordinary shareholders' meeting
Uboldo, 18 April 2025 – The Shareholders' Meeting of LU-VE S.p.A., which met today in a single call, has
- APPROVES THE FINANCIAL STATEMENTS
- RESOLVES TO DISTRIBUTE A DIVIDEND OF €0.42
- APPROVES THE REMUNERATION POLICY FOR THE 2025 FINANCIAL YEAR
- APPOINTES AS INDEPENDENT AUDITORS FOR THE PERIOD 2026-2034
- APPOINTES TO CERTIFY THE COMPLIANCE OF THE CONSOLIDATED SUSTAINABILITY REPORT FOR THE PERIOD 2026-2028
- RESOLVES AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Uboldo, 18 April 2025 – The Shareholders' Meeting of LU-VE S.p.A., which met today in a single call, in ordinary session, has
- approved the results as of December 31, 2024;
- approved the distribution of a dividend of €0.42 per share;
- approved the remuneration policy for the 2025 financial year and voted in favour of the remuneration paid in the 2024 financial year;
- appointed KPMG S.p.A. as independent auditors for the financial years 2026-2034 and to certify the compliance of the Consolidated Sustainability Report for the financial years 2026-2028 and determined the related fees;
- renewed the authorization to purchase and dispose of treasury shares.
In extraordinary session, the Shareholders' Meeting also:
- approved amendments to articles 15 and 20 of the Articles of Association.
ORDINARY SESSION
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024
The Shareholders' Meeting approved the financial statements and took note of the Group's consolidated financial statements as at 31 December, 2024 and the Consolidated Sustainability Report pursuant to Legislative Decree no. 125/2024, approved by the Board of Directors on 13 March 2025 and published on 28 March 2025.
The consolidated financial statements, as at 31 December 2024, show revenues of €589.1 million (-4.6% compared to 2023), an EBITDA of €82.5 million (+4.7% compared to 2023) and a negative net financial position of €97.5 million.
The financial statements of the parent company LU-VE S.p.A., following the merger by incorporation of Sest S.p.A. and Air Hex Alonte S.r.l., closed with revenues of €201 million, compared to a proforma figure as at 31 December 2023 of approximately €200 million (+0.1%), EBITDA of €14 million (6.9% of revenues), net profit of €18 million and a negative net financial position of €159.7 million.
As reported in the press release of 7 April 2025, net sales in the first quarter of 2025 were €133.5 million (-5.5% compared to the same period of 2024) and with an order backlog of €210.4 million (+24.6% compared to 31 March 2024).
DIVIDEND
The Shareholders' Meeting approved the distribution of a dividend of € 0.42, gross of any legal withholding, for each of the ordinary shares entitled (record date 29 April 2025), which will be paid starting from 30 April 2025, at the intermediaries participating in the Monte Titoli centralised management system, with coupon no. 10 detachment, on 28 April 2025.
REMUNERATION POLICY
The Shareholders' Meeting - having examined the "Annual Report on the remuneration policy and compensation paid" prepared in accordance with current laws and regulations, available on the Company's website (www.luvegroup.com, section "Investor" - "Corporate governance & shareholders" - "Codes of conduct & corporate documents"Remuneration Policies"), as well as on the authorised storage mechanism eMarket Storage (www.emarketstorage.com) - approved, with a binding vote, the "2025 Remuneration Policy" contained in Section I, pursuant to art. 123-ter, paragraph 3-bis of Legislative Decree no. 58/98 ("TUF"), as well as expressed a favourable vote on the "Compensation paid in the financial year 2024" indicated in Section II, pursuant to art. 123-ter, paragraph 6 of the TUF.
APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FINANCIAL YEARS 2026-2034 AND DETERMINATION OF THE RELATED FEE
The Shareholders' Meeting of LU-VE S.p.A. - acknowledging that with the approval of the financial statements for the year ended 31 December 2025, the appointment of the independent auditors Deloitte & Touche S.p.A. for the financial years 2017 – 2025 will expire and having examined the recommendation made by the Board of Statutory Auditors as the Internal Control and Audit Committee pursuant to art. 19 of Legislative Decree no. 39/2010 regarding the appointment of LU-VE S.p.A. as independent auditors for the financial years 2026-2034 - resolved to appoint the independent auditors of LU-VE S.p.A. to the independent auditors KPMG S.p.A. for the financial years 2026-2034, determining the related fee.
ASSIGNMENT OF THE ASSIGNMENT OF CERTIFYING COMPLIANCE WITH THE CONSOLIDATED SUSTAINABILITY REPORTING FOR THE FINANCIAL YEARS 2026-2028 AND DETERMINATION OF THE RELATED FEE
The Shareholders' Meeting of LU-VE S.p.A. - acknowledging that, pursuant to Legislative Decree no. 25/2024, with the approval of the financial statements for the year ended 31 December 2025, also the mandate conferred on the independent auditors Deloitte & Touche S.p.A. to certify the compliance of the consolidated sustainability reporting will expire and having examined the proposal made by the Board of Statutory Auditors containing the reasoned proposal regarding the contribution of the assignment to certify the compliance of the consolidated sustainability reporting of LU-VE S.p.A. for the financial years 2026-2028 - resolved to appoint the independent auditors KPMG S.p.A. to certify the compliance of the consolidated sustainability reporting of LU-VE S.p.A. for the financial years 2026-2028, determining the related fee.
PURCHASE AND DISPOSAL OF TREASURY SHARES
The Shareholders' Meeting resolved to renew to the Board of Directors – subject to revocation of the previous Shareholders' Meeting resolution adopted on 29 April 2024 – the authorisation to carry out transactions for the purchase and disposal of treasury shares, up to a maximum of no. 2,223,436 ordinary shares, equal to 10% of the share capital and, therefore, not exceeding the fifth part of the Company's share capital, taking into account, for this purpose, any shares held by subsidiaries and, in any case, within the limits of distributable profits and available reserves resulting from the last duly approved financial statements. The authorisation was approved, in compliance with current legal provisions, for a maximum period of 18 months (therefore, until 18 October 2026) and in accordance with the methods, terms and conditions contained in the directors' explanatory report on the items on the agenda of the shareholders' meeting presented by the Board of Directors. The directors' report is available on the Company's website (www.luvegroup.com section "Investor" – "Corporate governance & shareholders" – "For shareholders" – "Shareholders' meeting" – "Shareholders' meeting 18 April 2025"), as well as on the authorised storage mechanism eMarket Storage (www.emarketstorage.com).
As of today, LU-VE S.p.A. has 28,027 treasury shares in its portfolio, and does not hold any through subsidiaries, trustees or third parties.
EXTRAORDINARY SESSION
ARTICLES OF ASSOCIATION: PROPOSAL TO AMEND ARTICLES 15 AND 20
The Shareholders' Meeting then resolved, in an extraordinary session, to amend articles 15 and 20 of the Articles of Association which govern the "Board of Directors" and the "Presentation of slates – Appointment and replacement of directors" respectively, in order to eliminate the
right of the outgoing Board of Directors to submit its own slate of candidates for the renewal of the administrative body, dictating the relevant discipline.
The aforementioned amendments to the Articles of Association approved by the Shareholders' Meeting will be effective from the registration of the relevant shareholders' resolution with the Varese Register of Companies.
The text of the amended Articles of Association will be made available to the public, within the terms of law and regulations, at the registered office and on the company's website (www.luvegroup.com section "Investor" - "Corporate Governance & Shareholders" - "Codes of Conduct & Corporate Documents" - "Corporate Documents"), as well as on the authorised storage mechanism eMarket Storage (www.emarketstorage.com).